EXHIBIT 10.32 February 4, 2000 Mr. Paul E. Skretny 7901 Fish Pond Road Waco, Texas 76710 Re: Employment Agreement dated as of February 4, 1997 (the "Agreement") Dear Paul: Reference is made to the Agreement. Pursuant to Article 2 of the Agreement, the...

                                                                   EXHIBIT 10.32
                               February 4, 2000


Xx. Xxxx X. Xxxxxxx
0000 Xxxx Xxxx Xxxx
Xxxx, Xxxxx 00000

     Re:  Employment Agreement dated as of February 4, 1997 (the "Agreement")

Dear Xxxx:

     Reference is made to the Agreement.  Pursuant to Article 2 of the
Agreement, the term of the Agreement is scheduled to expire today.  This letter
agreement shall evidence the renewal of the Agreement for the period from
February 4, 2000 through February 4, 2003.  Accordingly, Article 2 is hereby
amended to read as follows:  "The term of this Agreement shall commence on
February 4, 1997 and shall continue until February 4, 2003, unless earlier
terminated pursuant to Article 4 hereof."

     Please acknowledge and agree to the foregoing terms by signing in the space
provided below.

                                              Sincerely,

                                              STERLING TRUST COMPANY

                                              By:      /s/
                                                 -------------------------
                                                 Xxxxxxx X. Xxxxxxx,
                                                 Chairman of the Board

ACCEPTED AND AGREED:

         /s/
--------------------------
Xxxx X. Xxxxxxx